ODYSSEY MARINE EXPLORATION INC Commitments Disclosure

NOTE 12 – COMMITMENTS AND CONTINGENCIES

Legal Proceedings

The Company may be subject to a variety of claims and suits that arise from time to time in the ordinary course of business. We are not a party to any litigation as a defendant where a loss contingency is required to be reflected in our consolidated financial statements.

Contingency

ExO owes consultants contingent success fees of up to $0.7 million, contingent upon the approval and issuance of the Environmental Impact Assessment (“EIA”). The EIA has not been approved as of the date of this report and the contingent success fees have not been accrued.

Lease commitment

The Company’s non-cancellable operating lease for its corporate office space expired in August 2024 and was extended for a one-year period, which ended on July 31, 2025. On July 16, 2025, the Company entered into a one year extension ending July 31, 2026. As a result, using the short-term exception under ASC 842, Leases, the Company did not record a right-of-use (“ROU”) asset and lease obligation as of December 31, 2025 and 2024.

The Company recognized approximately $0.2 million in rent expense associated with the operating leases for each of the years ended December 31, 2025 and 2024, respectively, which was recorded in Marketing, general and administrative expenses on the consolidated statement of operations.

As of December 31, 2025, future payments under the short-term leases are $98,493 for 2026.

Joint Venture Agreement

On December 23, 2024, the Company and CapLat entered into the JV Agreement (refer to Note 6 – Joint Venture). The JV Agreement provides that the Company and CapLat have exclusive rights to develop the Phosagmex Project, and that CapLat has the exclusive right to develop, with the Company, any projects in the Mexican EEZ owned or developed by the Company during the subsequent five years. Each of the parties has the right to terminate the JV Agreement if the investment into the joint venture entity does not occur on or prior to December 31, 2026, or if there is a change of control of either party. In the event of a termination based on a change of control, the non-terminating party would be entitled to a termination fee of $10.0 million. The JV Agreement also sets forth representations and warranties, covenants, conditions, termination provisions, and other provisions customary for comparable transactions.